Material Agreement, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Equity Purchase Agreement

On October 8, 2025, Nightfood Holdings, Inc. ("NGTF" or the "Company"), entered into an Equity Purchase Agreement (the "Purchase Agreement") with Mast Hill Fund, L.P., a Delaware limited partnership (the "Investor"), pursuant to which the Company agreed to issue and sell to the Investor in a private placement (the "Private Placement") up to an aggregate of $25 million (the "Commitment Amount") in newly issued common stock, par value $0.001 per share (the "Common Stock"), from time to time on the terms, and subject to the conditions set forth therein. The price at which the Common Stock will be sold will be based on the applicable Initial Purchase Price (as defined in the Purchase Agreement). We expect to use the net proceeds from any sales pursuant to the Purchase Agreement for working capital and other general corporate purposes.

Pursuant to the Purchase Agreement, the Company covenants and agrees that it will not enter into an agreement involving a Variable Rate Transaction (as defined in the Purchase Agreement) or Equity Line of Credit (as defined in the Purchase Agreement) from the Effective Date until the later of (i) 18 months from the date of the Purchase Agreement or the date the Purchase Agreement is no longer in effect, without the prior written consent of the Investor. The Company may terminate the Purchase Agreement at any time by written notice to the Investor, except during any Valuation Period (as defined in the Purchase Agreement) or at any time the Investor holds any Put Shares (as defined in the Purchase Agreement). Additionally, from the date of the Purchase Agreement until termination, the company shall not enter into a Subsequent Placement (as defined in the Purchase Agreement), unless the Company first delivers an Offer Notice (as defined in the Purchase Agreement) to the Investor and offer to the Investor at least 20% of the securities in the Subsequent Placement. In connection with the Purchase Agreement, the Company issued a warrant (the "Warrant") to the Investor to purchase 6,000,000 shares of Common Stock at an exercise price of $0.10. The Warrant became exercisable on the Issuance Date (as defined in the Warrant) and expires on the five-year anniversary of the Issuance Date.

The Common Stock and Common Stock underlying the Warrant Shares (as defined in the Warrant) have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and were offered and will be issued and sold pursuant to the exemption provided in Section 4(a)(2) under the Securities Act.

Entry into Registration Rights Agreement

In connection with entering into the Purchase Agreement, the Company and the Investor also entered into a Registration Rights Agreement (the "Registration Rights Agreement"), pursuant to which, within 60 days of the date of the Purchase Agreement, the Company is required to file a registration statement on Form S-1 (the "Registration Statement") with the SEC to register the maximum number of Registrable Securities (as defined in the Registration Rights Agreement). The Company also agreed to use its commercially reasonable efforts to cause the Registration Statement to become effective within 90 days following its filing with the SEC.

The Purchase Agreement and Registration Rights Agreement contains standard representations, warranties, covenants, indemnification and other terms customary in similar transactions.

The foregoing description of the Warrant, Purchase Agreement, and Registration Rights Agreement do not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant, Purchase Agreement, and Registration Rights Agreement which are filed as Exhibit 4.1, 10.1 and 10.2 respectively, to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth in Item 1.01 is incorporated herein by reference into this Item 3.02. In connection with the issuance of the Common Stock, The Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.